Company Capital Structure. In the case of the Company, the authorized capital stock of the Company consists of 500,000,000 shares of Company Common Stock and 50,000,000 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock”). As of the Measurement Date, (i) 228,209,888 shares of Company Common Stock (excluding treasury shares) were issued and outstanding (including 119,422 shares of Company Common Stock subject to outstanding Company Restricted Stock Awards), (ii) no shares of Company Common Stock were held by the Company in its treasury and (iii) no shares of Company Preferred Stock were issued and outstanding. All of the outstanding shares of Company Common Stock have been duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. The Company has no shares of Company Common Stock or Company Preferred Stock reserved for issuance, except that, as of the Measurement Date, there were (a) 3,913,542 shares of Company Common Stock reserved for future issuance under the Company Stock Plans, (b) 867,802 shares of Company Common Stock subject to outstanding Company Option Awards, and such Company Option Awards have a weighted average exercise price of $21.03 per share, (c) 5,311,304 shares of Company Common Stock subject to outstanding Company RSU Awards, and (d) 5,494,388 shares of Company Common Stock subject to outstanding Company PSU Awards (assuming maximum performance and excluding those Company PSU Awards that pursuant to their terms may only be settled in cash). Each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and each of the outstanding shares of capital stock or other securities of each of the Company’s Significant Subsidiaries is owned beneficially and of record by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any Encumbrance (excluding such transfer restrictions of general applicability as may be provided under the Securities Act, the “blue sky” Laws of the various States of the United States or similar Law of other applicable jurisdictions). Except for the Company Stockholders Agreement, as of the date of this Agreement, there are no outstanding subscriptions, options, warrants, puts, call agreements, understandings, claims or other agreements, commitments or rights of any type relating to the issuance, sale, redemption or transfer by the Company of...
Company Capital Structure. 11 2.4 Authority................................................. 12 2.5
Company Capital Structure. (a) The authorized capital stock of the Company consists of ______ shares of authorized Common Stock of which _____ shares are issued and outstanding. There are no other classes or series of capital stock of the Company of any kind outstanding or issuable. The Company Common Stock is held by the persons, with the domicile addresses and in the amounts set forth on Exhibit C. All outstanding shares of Company Common Stock are duly authorized, --------- validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound.
Company Capital Structure. (a) Subject to the implementation of the Company Reorganization pursuant to Article X hereof, the authorized share capital of the Company --------- consists of an unlimited number of common shares, of which only 32,725,490 common shares are issued and outstanding as of the date hereof. As of the date hereof, the capitalization of the Company is as set forth in Section 2.2(a) of -------------- the Disclosure Schedule. The total number of Company Securities outstanding as of immediately prior to the Closing (assuming the conversion, exercise or exchange of all securities, including the Company Convertible Debenture and the Shareholder Convertible Debentures, convertible into, or exercisable or exchangeable for, Company Shares, the exercise of all Company Options and that the Company Reorganization provided for in Article X is not implemented) will be --------- as set forth in Section 2.2(a) of the Disclosure Schedule indicating in each -------------- case the taxpayer identification number of, and the country in which such persons are resident for tax purposes. The Company Securities are held by the persons with the domicile addresses and in the amounts set forth in Section ------- 2.2(a) of the Disclosure Schedule. All outstanding Company Shares are duly ------ authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the articles or by-laws of the Company (as amended from time to time), or any agreement to which the Company is a party or by which it is bound, and have been issued in compliance with all applicable securities laws. Schedule A sets forth, as of the date hereof, all of the ---------- holders of the Company Shares and the amount of Company Shares owned by each such Shareholder. All outstanding Company Securities and Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any shareholder of the Company) in compliance with all applicable federal, state, provincial, foreign, or local statutes, laws, rules, or regulations, including all applicable securities laws. The Company has not, and will not have, suffered or incurred any liability (contingent or otherwise) or Loss (as defined in Section 7.2 hereof) relating to or arising out ----------- of the issuance or repurchase of any Company Securities or Company Options, or out of any agreements or arrangements relating thereto. There are no declared or accrued but unpaid div...
Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the authorized capital stock of the Company consists of (i) 10,000,000 shares of Company Common Stock, $0.00001 par value per share (“Common Stock”) of which 8,000,000 are issued and outstanding (which such amounts include the shares issuable upon exercise of the Company Options on the Closing Date). The Company Common Stock, including all shares subject to the Company’s right of repurchase, is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a). All outstanding shares of Company Common Stock (i) have been duly authorized and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles of Incorporation, the By-Laws of the Company or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which Shareholders of the Company may vote. Except as set forth on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no clai...
Company Capital Structure. (a) The authorized capital stock of the Company consists of 73,243,652 shares of Company Capital Stock consisting of (i) 51,500,000 shares of common stock, $0.001 par value per share (“Company Common Stock”), of which 17,137,954 shares are issued and outstanding; (ii) 5,250,000 shares designated as series A-1 convertible preferred stock, $0.001 par value per share (“Series A-1 Convertible Preferred Stock”), all of which are issued and outstanding; (iii) 13,229,412 shares designated as series B convertible preferred stock, $0.001 par value per share (“Series B Convertible Preferred Stock”), all of which are issued and outstanding; and (iv) 3,264,240 shares designated as series C convertible preferred stock, $0.001 par value per share (“Series C Convertible Preferred Stock” and collectively with the Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock, the “Preferred Stock”), all of which are issued and outstanding. The Company has no other capital stock authorized, issued or outstanding. The rights, privileges and preferences of the Preferred Stock are as stated in the Charter Documents. The Company Capital Stock is held of record by the Stockholders in the amounts set forth in Section 2.2(a) of the Disclosure Schedule. All outstanding shares of Company Capital Stock have been duly authorized, are validly issued, fully paid and nonassessable and, other than as set forth on Section 2.2(a) of the Disclosure Schedule, are not subject to preemptive rights created by statute, the Charter Documents, or any Contract to which the Company is a party or by which it is bound. No shares of Company Capital Stock are subject to any Lien. No Stockholder has exercised any right of redemption, if any, and the Company has not received notice that any Stockholder intends to exercise such rights. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Neither the Company nor any of its Subsidiaries owns any issued shares of Company Capital Stock. None of the outstanding Company Capital Stock or other securities of the Company was issued in violation of any applicable state, federal or foreign securities laws.
Company Capital Structure. (a) The authorized capital stock of the Company consists of (i) 1,000,000 shares of Company Common Stock, of which 238,941.82 shares are issued and outstanding as of the Agreement Date, and (ii) 800,000 shares of Company Preferred Stock, consisting of (x) 100 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”), of which 100 shares are issued and outstanding as of the Agreement Date, (y) 750,000 shares of Series B Convertible Preferred Stock (the “Series B Preferred Stock”), of which 750,000 shares are issued and outstanding as of the Agreement Date and (z) 49,900 shares of Company Preferred Stock, of which none are issued and outstanding as of the Agreement Date. The Company does not have any other shares of preferred stock or any other shares of capital stock or any other equity or ownership interests of any kind authorized, designated, issued or outstanding. All of the Shares are owned of record and, to the Company’s Knowledge, beneficially, by the Sellers as set forth on Schedule 2.6(a), which is accurate and complete as of the Agreement Date. The Shares are owned by the Sellers free and clear of any and all Liens, and upon delivery of the Shares hereunder, Bxxxx will acquire good and marketable title thereto, free and clear of any and all Liens. All rights and powers to vote the Shares are held exclusively by the Sellers. All of the Shares (i) have been duly authorized and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Organizational Documents or any agreement to which the Company is a party, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with the terms of any applicable agreement or other understanding to which the Company is a party, the Organizational Documents of the Company and all applicable Laws. There are no restrictions of any kind on the transfer of the Shares except those imposed by foreign, federal and state securities Laws. Except as set forth on Schedule 2.6(a)(ii), no dividends or other Distributions with respect to any shares of Company Capital Stock or any Subsidiary Securities have ever been made or declared, and none have accrued. All preferential rights of the Company Preferred Stock in connection with the sale of substantially all of the assets of the Company or a merger involving the Company are set forth in the Company’s Organizational Documents. Each...
Company Capital Structure. (a) The authorized Company Capital Stock consists solely of (i) 625,914,013 shares of Company Common Stock, and (ii) 424,085,987 shares of Company Preferred Stock, 13,720,471 shares of which are designated as Company Series A Preferred Stock, 23,463,163 shares of which are designated as Company Series B Preferred Stock, 25,697,502 shares of which are designated as Company Series C Preferred Stock, 122,513,148 shares of which are designated as Company Series D Preferred Stock, 53,008,969 shares of which are designated as Company Series D-1 Preferred Stock, 22,786,036 shares of which are designated as Company Series D-2 Preferred Stock, 49,676,938 shares of which are designated as Company Series D-3 Preferred Stock, 30,719,760 shares of which are designated as Company Series D-4 Preferred stock, and 82,500,000 shares of which are designated as Company Series E Preferred Stock. A total of 50,556,675 shares of Company Common Stock, 13,720,471 shares of Company Series A Preferred Stock, 23,463,163 shares of Company Series B Preferred Stock, 25,697,502 shares of Company Series C Preferred Stock, 100,682,655 shares of Company Series D Preferred Stock, 29,922,692 shares of Company Series D-1 Preferred Stock, 22,786,036 shares of Company Series D-2 Preferred Stock, 49,676,938 shares of Company Series D-3 Preferred Stock, 27,959,760 shares of Company Series D-4 Preferred Stock, and 76,360,000 shares of Company Series E Preferred Stock are issued and outstanding as of the Agreement Date. There are no other issued and outstanding shares of Company Capital Stock and no commitments or Contracts to issue any shares of Company Capital Stock other than pursuant to the exercise of Company Options set forth on Schedule 3.5(b)-1 of the Company Disclosure Letter, and the Company Warrants set forth on Schedule 3.5(c) of the Company Disclosure Letter. The Company holds no treasury shares. Schedule 3.5(a) of the Company Disclosure Letter sets forth, as of the Agreement Date a true, correct and complete list of the Company Stockholders, and which further sets forth for each such Person: (i) the number and type of such shares of Company Capital Stock so owned by each such Company Stockholder, (ii) the applicable stock certificate number(s) representing such shares, (iii) the extent to which the shares are Company Restricted Stock, (iv) whether any of such shares are or were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and,...
Company Capital Structure. (a) Immediately prior to Closing, the authorized capital stock of the Company will consist of 100,000,000 shares of authorized Common Stock, $.001 par value, of which 11,722,116 shares are issued and outstanding as of December 16, 1998 and of which 10,000,000 are designated Class B Common, none of which are outstanding, and 50,000,000 shares of Preferred Stock, $.001 par value, of which 750,000 shares are designated Series A Preferred Stock, all of which are outstanding, 17,100,003 shares are designated Series B Preferred, all of which are outstanding, 11,149,287 shares are designated Series C Preferred, 396,159 of which are outstanding, 6,000,000 shares are designated Series C-1 Preferred, none of which are outstanding, 5,000,000 shares are designated Series D Preferred, none of which are outstanding and 5,000,000 shares are designated Series D-1 Preferred, none of which are outstanding (collectively, the "COMPANY CAPITAL STOCK"). Except as provided in the Stockholders Rights Agreement, all outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable, are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound and have been issued in compliance with federal and state securities laws. The Company has no other capital stock authorized, issued or outstanding.
Company Capital Structure. (a) The authorized capital stock of the Company consists of 50,000,000 shares of authorized Common Stock, of which 2,839,698 shares are issued and outstanding and 25,000,000 shares of authorized Preferred Stock (the "Preferred Stock"). The authorized Preferred Stock consists of 1,900,000 shares of authorized Series A Preferred, 1,377,360 of which shares are issued and outstanding, 5,600,000 shares of authorized Series B Preferred, 5,085,400 of which shares are issued and outstanding, 5,320,000 shares of authorized Series C Preferred, 4,879,331 of which shares are issued and outstanding, 3,333,334 shares of authorized Series D Preferred, 1,643,334 of which shares are issued and outstanding and 7,469,305 of which are undesignated and are not issued or outstanding. The Company Capital Stock, including all shares subject to the Company's right of repurchase, is held of record by the persons, with the addresses of record and in the amounts set forth on Schedule 2.3(a) of the --------------- Company Schedules. Schedule 2.3(a) of the Company Schedules also indicates for --------------- each Company shareholder (i) the share certificate numbers held by such person and (ii) whether any shares of Company Capital Stock held by such shareholder are subject to a repurchase right in favor of the Company, the lapsing schedule for any such restricted shares, including the extent to which any such repurchase right has lapsed as of the date of this Agreement and whether (and to what extent) the lapsing will be accelerated by the transactions contemplated by this Agreement. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound. All preferential rights of the Preferred Stock in connection with the sale of substantially all of the assets of the Company or a merger involving the Company are set forth in the Articles of Incorporation of the Company. Except as set forth in Schedule 2.3(a) of the Company Schedules, all issued and outstanding shares of Company Capital Stock have been offered, sold and delivered by the Company in compliance with applicable federal and state securities laws.
